Free Partnership/LP to Corporation - South Carolina

SOUTH CAROLINA SECRETARY OF STATE CONVERSION OF A PARTNERSHIP OR A LIMITED PARTNERSHIP TO A CORPORATION ARTICLES OF INCORPORATION
TYPE OR PRINT CLEARLY IN BLACK INK FILING FEE: $135.00

** Conversion of an entity can result in tax consequences for the entity. Please consult a tax professional such as a CPA or qualified attorney before filing for conversion. The following partnership or limited partnership hereby converts to a corporation pursuant to the provisions of Section 33-11-109 and Section 33-11-110 of the 1976 South Carolina Code of Laws, as amended by filing these articles of incorporation. 1. The name of the corporation which complies with Section 33-4-101 of the 1976 South Carolina Code of Laws, as amended is _________________________________________________

2. The initial agent for service of process of the corporation is _____________________________________
Name

_________________________________
Signature

and the street address in South Carolina for this agent for service of process is ________________________________________________________________________________
Street Address

________________________________________________________________________________
City State Zip Code

3. Check the appropriate box: [ ] a. This corporation was converted from a general partnership. [ ] b. This corporation was converted from a limited partnership. The certificate of limited partnership is to be canceled as of the date the conversion takes effect.

4. The former name of this corporation while either a general partnership or limited partnership was: ________________________________________________________________________________

5.

a.

The number of votes by the partners (entitled to vote) which were cast "for" the conversion was: _____________________________

b. The number of votes by the partners (entitled to vote) which were cast "against" the conversion was: ________________________ c. If this was less than a unanimous vote "for" conversion, specify either the number or percentage of votes required to approve the conversion: _____________________________
Specify whether "number" or " percentage"

____________
Name of Corporation

6. The corporation is authorized to issue shares of stock as follows. Complete "a" or "b", whichever is applicable:

a.

[ ]

The corporation is authorized to issue a single class of shares, the total number of shares authorized is . The corporation is authorized to issue more that one class of shares: Class of Shares Authorized No. of Each Class

b.

[ ]

The relative right, preference, and limitations of the shares of each class, and of each series within a class, are as follows:

7. Unless a delayed effective date is specified these articles will be effective when endorsed for filing by the Secretary of State. Specify any delayed effective date and time: ________________________________________________________________________________

8. Name, address and signature of each incorporator (only one required): a.
Name

Address

Signature

b.
Name

Address

Signature

c.
Name

Address

Signature

9. I, , an attorney licensed to practice in the state of South Carolina, certify that the corporation, to whose articles of incorporation this certificate is attached, has complied with the requirements of Chapter 2, Title 33 of the 1976 South Carolina Code of Laws, as amended, relating to the articles of incorporation.

Date
Signature

Type or Print Name

Address

Telephone Number

FILING INSTRUCTIONS 1. File two copies of this form, the original and either a duplicate original or a conformed copy. 2. If space in this form is insufficient, please attach additional sheets containing a reference to the appropriate paragraph in this form, or prepare this using a computer disk, which will allow for expansion of space on this form. 3. This form must be accompanied by the filing fee of $135.00 payable to the Secretary of State. 4. Send to: Secretary of State P.O. Box 11350 Columbia, SC 29211 5. Filing must include the Department of Revenue Initial Annual Report for Corporations, form CL-1. 6. If the partnership or limited partnership owns real property in South Carolina, notice of this name change must be filed in the register of deeds office of the county where the property is located. S.C. Code § 33-11-110(c)
LLC-CONVERSION OF PARTNERSHIP OR LP TO CORP ART OF INC.doc

Form Revised by South Carolina Secretary of State, October 2004